SEC Plans to Require Links in Main Filings

(CN) – The Securities and Exchange Commission has proposed requiring hyperlinks for exhibits in certain electronic filings, and HyperText Markup Language (HTML) format to facilitate their use. HTML format allows electronic documents to include hyperlinks that link to another place within the same document or to a separate document. Under the proposed amendments, registration statements and periodic and current reports subject to the exhibit requirements under Item 601 of Regulation S-K, or that file on Forms F-10 or 20-F, must have an active hyperlink to each exhibit in the filing’s exhibit index. The exhibits linked must be within the filed document or in the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. Since the SEC updated the EDGAR system to accept HTML formatted documents, HTML has become the predominant format used by registrants, the proposal states. During 2015, over 99% of the filings that were made on the forms that would be affected by the proposal were filed in HTML, it continues. The proposed required hyperlinks are to make exhibits in electronic documents easy to access. If an exhibit is only incorporated by reference as is currently allowed, the reader has to check the index to find which filing document to look for and then find the document, which is cumbersome, the proposal states. Under the proposal, if the filing is a periodic or current report under the Exchange Act, a registrant would be required to have a link to each exhibit listed in the exhibit index when the report is filed. If the filing is a registration statement, the registrant would only need a link to each exhibit in the version of the registration statement that becomes effective. The SEC also has recently announced a voluntary pilot program where registrants can file structured financial statement data using Inline XBRL. Inline XBRL allows filing the required information and data tags in one document rather than requiring a separate exhibit for the interactive data, and may help inform future rulemaking, the SEC said. “The amendments we are proposing in this release and the Inline XBRL program are part of the commission’s continuing efforts and interest in modernizing the format of the information filed on EDGAR to make it more accessible to investors and other users,” the proposal stated. Comments on the proposal are due 45 days after it is published in the Federal Register.